Announced at 15:00 GMT at the MIFGY EGM and released at 16:38 BST....
Micro Focus Group. - Result of EGM, etc
Date: 23 Sep 1998 16:38:20
Service: Regulatory News Service
RNS No 3890p
MICRO FOCUS GROUP PLC
23rd September 1998
Not for release, publication or distribution in or into Canada or Japan
MICRO FOCUS AND INTERSOLV SHAREHOLDERS APPROVE MERGER
Planned transaction to create major software company focused on meeting
the application development challenges of major enterprises
NEWBURY, England, MOUNTAIN VIEW, Calif., and ROCKVILLE, Md. -
September 23, 1998 - Micro Focus Group Plc ("Micro Focus") (London Stock
Exchange: MICF; NASDAQ: MIFGY) and INTERSOLV, Inc. ("INTERSOLV") (NASDAQ:
ISLI) today announced that the planned acquisition of INTERSOLV by Micro Focus
has been approved by the shareholders of each company at meetings held earlier
in the day. The planned acquisition is expected to close tomorrow, September
24, 1998, and is to occur through a stock-for-stock exchange in which
INTERSOLV shareholders will receive 0.55 of a Micro Focus American Depositary
Share for each common share of INTERSOLV.
Trading of the Micro Focus shares issued in connection with the transaction is
expected to commence tomorrow, September 24, 1998, on the Nasdaq National
Market at 9:00 a.m. (Eastern Daylight Time) and the London Stock Exchange at
2:00 p.m. (British Summer Time). INTERSOLV shares will continue to trade on
the Nasdaq National Market through the close of trading today. Upon the
closing of the transaction, INTERSOLV shares will cease trading.
Commenting on the combined company, Micro Focus President and CEO Martin
Waters said, "Our union with INTERSOLV will make us a global leader in
enterprise software solutions. This, in turn, helps us to become a strategic
partner to our customers, many of which are among the world's largest
enterprises. We believe that the strength of the combined company will enable
us to deliver a competitive advantage to our customers."
About Micro Focus and INTERSOLV
Micro Focus (London Stock Exchange: MICF; NASDAQ: MIFGY) is a leading software
solutions vendor that enables corporations to accelerate the development and
delivery of applications designed to run in today's distributed enterprise
computing environments. The company's solutions allow its customers to
leverage their existing IT investments in applications and people; to access
information quickly and easily; to build applications that integrate existing
information assets across the enterprise; and to manage the development and
deployment process to ensure quality applications.
Founded in 1976, Micro Focus is known as a leading provider of enterprise
application development and maintenance solutions for MVS, UNIX, Windows NT
and Web environments. With the acquisition of INTERSOLV, a global market
leader in software configuration management and open data connectivity
products and services, Micro Focus solutions will enable its customers to
respond quickly to business and technological change.
The combined company's products will include the PVCS line of application life
cycle management products, the DataDirect line of standards-based data access
and connectivity products, and the Micro Focus line of applications
development and transformation solutions.
In the U.S., Micro Focus is located at 701 E. Middlefield Road, Mountain View,
Calif. 94043; telephone 650-938-3700. In the U.K,, the Company is located at
The Lawn, 22-30 Old Bath Road, Newbury, Berkshire, RG14 1QN; telephone 01635
32646. For additional information on Micro Focus and its products, visit the
Micro Focus Web site at microfocus.com.
The following statement is made in accordance with the U.S. Private Securities
Litigation Act of 1995: This press release contains forward-looking statements
concerning future matters, including the features and functions of, and
markets for, products and services offered by Micro Focus, Micro Focus'
business plans and strategies, and the management and integration of recently
acquired businesses. Actual results might differ materially from the results
discussed in the forward-looking statements. These forward-looking statements
are subject to risks and uncertainties, including the risk factors discussed
in the Registration Statement on Form F-4 relating to the INTERSOLV
acquisition, Micro Focus' Annual Report on Form 20-F for the year ended
January 31, 1998 and Quarterly Reports on Form 6-K for the quarters ended
April 30, 1998, and July 31, 1998, and INTERSOLV's Annual Report on Form 10-K
for the year ended April 30, 1998 and Quarterly Report on Form 10-Q for the
quarter ended July 31, 1998, each as filed or submitted (as the case may be)
with the U.S. Securities and Exchange Commission, as they may be updated and
amended with future filings.
Micro Focus is a registered trademark of Micro Focus Limited, and INTERSOLV is
a registered trademark of INTERSOLV, Inc. All other companies and products as
they appear in this release are trademarks of their respective owners.
For further information:
Micro Focus
Martin Waters President and Chief (650) 404-7090
Executive Officer UK: 01635 32646
Rick Van Hoesen Senior Vice President, US: (650) 404-7019
Chief Financial Officer UK: 01635 32646
Buff Jones Senior Vice President, (650) 404-7016
Business Development
Donaldson, Lufkin
& Jenrette
Safra Catz Managing Director (650) 234 2804
Alison Carnwath Managing Director (212) 892 7699
W. John Craven Senior Vice President 0171 655 7561
Warburg Dillon
Read
John Woolland Executive Director 0171 568 2336
Hambrecht & Quist
David Golden Managing Director (415) 439 3305
Press enquiries:
U.K.
Financial Dynamics
Giles Sanderson 0171 831 3113
Edward Bridges 0171 831 3113
U.S. - Financial
Abernathy
MacGregor
Ann Hance Managing Director (212) 371-5999
Jason Thompson Vice President (212) 371-5999
U.S. - Industry
The Hoffman Agency
Lou Hoffman President (408) 975-3010
END
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